sebi:EAD/KS/VB/AO/101-102/2017-18
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Facts / Headnote
Alleged violations of Regulation 7(1), 7(1A) read with 7(2) of SAST 1997 and Regulation 29(1), 29(2) read with 29(3) and 29(4) of SAST 2011 established against Noticees; allegation of violation of Regulation 31(2) read with 31(3) of SAST 2011 not established against Noticee-2; allegation of non-disclosure to BSE not made out.
Provisions invoked
- s. 15A
- s. 15
- s. 19
- s. 15H
- s. 15J
- s. 15F
- s. 41
Regulations
- Reg. 7
- Reg. 7(1)
- Reg. 11
- Reg. 29(1)
- Reg. 13(6)
- Reg. 13(4)
- Reg. 29(2)
- Reg. 29(3)
- Reg. 7(2)
- Reg. 3(1)
- Reg. 29(4)
- Reg. 31(2)
- Reg. 3(2)
- Reg. 31(3)
- Reg. 2(1)(a)
Parties
- Dr. V. Ravichandran (Noticee-1)
- Ms. V Vasantha Lakshmi (Noticee-2)
Holding
The Noticees were held to have violated Regulation 7(1), Regulation 7(1A) read with Regulation 7(2) of SAST 1997 and Regulation 29(1), Regulation 29(2) read with Regulation 29(3) and Regulation 29(4) of SAST 2011 by failing to make disclosures to the company. The allegation under Regulation 31(2) read with Regulation 31(3) of SAST 2011 against Noticee-2 was not established, and the allegation of non-disclosure to BSE was also not made out.
Full text
Page 2 of 25 Advisory Services Pvt ltd pledged 1,45,00,409 shares as collateral into the account of Ms.V Vasantha Lakshmi(Noticee-2) (Both Noticee-1 and Noticee-2 collectively referred to as ‘Noticees’) It is noted that the Noticees while undertaking the aforesaid transaction had violated the provisions of Regulation 7(1), Regulation 7(1A) read with Regulation 7(2) of SAST, 1997, Regulation 3(1), Regulation 3(2), Regulation 29(1), Regulation 29(2) read with Regulation 29(3) and Regulation 29(4), Regulation 31(2) read with Regulation 31(3) of the SAST,2011.
Page 3 of 25 Section 15A(b) and 15H(ii) of the SEBI Act for the alleged contravention of SAST, 1997 and SAST, 2011. 5. The details in respect of violation/ non-compliance by the Noticee are as given below: a) It is alleged that the acquirer i.e. Noticees, acquired by way of pledge 80,00,000 shares constituting 31.45% of the share capital of SAPL on various dates during the period from July 26,2011 to September 14,2011, thereby crossing the threshold limits on various dates specified under Regulation 7(1) of SAST, 1997. The Noticees were required to make the disclosures to the company i.e. SAPL and to the stock exchange i.e. BSE as per Regulation 7(1) read with Regulation 7(2) of SAST, 1997 i.e. within two days from the date of creation of pledge. It is alleged that the Noticees have not made any disclosure to SAPL and BSE and have violated the provisions of Regulation 7(1) and Regulation 7(1A) read with Regulation 7(2) of SAST, 1997. b) Thereafter, during the period June 08, 2012 to July 30,2012, 65,00,409 shares constituting 25.56% of the total shareholding in SAPL were pledged by the promoters of SAPL along with Rupiya Paisa Fininvest Consultancy Pvt Ltd and Mahanadhi Investment Advisory Services Pvt ltd. In terms of the provisions of Regulation 29(2) read with Regulation 29(3) of SAST, 2011, Noticees were under an obligation to disclose both to the Company and to the Stock Exchange where scrip is listed in the prescribed format within two working days the acquisition of sh
Page 4 of 25 Manmohan Sahu failed to honor the terms and conditions of the Agreement dated September 8, 2011. Pursuant to this, Noticees invoked 88,24,615 pledged shares August 14,2012 and thereby increasing the shareholding of Noticee-2 to 34.69%.It is also observed from the Shareholding pattern of SAPL during the quarter ended September 2012 that Noticee-2 was forming part of the promoters of SAPL. d) Pursuant to such acquisition of shares through invocation of pledge, the shareholding of Noticees crossed 25% and Noticees were required to make public announcement for open offer under Regulation 3(1) of the SAST, 2011. However, it is alleged that Noticees have failed to make public announcement in accordance with Regulation 3(1) of the SAST, 2011. e) It is also alleged that the acquirer i.e. Noticees, acquired by way of invocation of pledge 88,24,615 shares constituting 34.69% of the share capital of SAPL on August 14, 2012 thereby crossing the threshold limit of 5% specified under Regulation 29(1) of the SAST, 2011. The Noticees were required to make the disclosures to the company i.e. SAPL and to the stock exchanges i.e. BSE as per Regulation 29(1) read with Regulation 29(3) of SAST, 2011 i.e. within two working days from the date of invocation of pledge. It is alleged that the Noticees have not made any disclosure to SAPL and BSE and have violated the provisions of Regulation 29(1) read with Regulation 29(3) of the SAST, 2011. f) Further, out of 1,45,00,409 shares pledged
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Source: SecMarx — sebi:EAD/KS/VB/AO/101-102/2017-18. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.